NEW YORK, May 10 (Reuters) - Crown Castle ( CCI )

co-founder Ted Miller suffered a setback on Friday when a

prominent proxy advisory firm urged investors to back the

wireless tower owner's director nominees instead of the four

people he wants shareholders to elect to the board.

Institutional Shareholder Services (ISS) wrote there is "no

case for incremental change at this juncture" after prominent

activist investor Elliott Investment Management pushed for

changes late last year and the company took quick action.

Crown Castle ( CCI ), with a market value of $43 billion, now has a

new chief executive officer, is reviewing the future of its

fiber business and added new directors, including Elliott

portfolio manager Jason Genrich.

Miller, who served as Crown Castle's ( CCI ) CEO between 1996 and

2002, when he resigned, and now runs investment fund Boots

Capital, also wants the company to sell the fiber business.

He argued that he and his partners should join the board so

they could help find a buyer for the business and assist the

company in upgrading its tower assets.

Boots Capital's slate includes Miller, his son-in-law Tripp

Rice, Charles Green and David Wheeler. Shareholders will elect

four directors on May 22 to serve on the board that now has 13

members.

Miller also pushed the company to let shareholders vote on

what he called a "coercive and disenfranchising" agreement with

Elliott.

ISS, whose recommendations guide many investors on how to

decide hot-button issues including who serves on boards and

whether companies should merge, said change was needed when

Elliott arrived, first in 2020 and then again in 2023.

But the hedge fund's criticisms, which partly overlap with

Boots' concerns, are being addressed, ISS wrote.

Boots' offer to assist with changes that are already being

implemented, is not necessary, the ISS report said.

"In light of the improvements to the board composition and

governance, the new CEO, and the strategic review initiated as a

result of Elliott's campaigns in 2020 and 2023, incremental

changes at the board level do not appear necessary," the report

seen by Reuters said.

Representatives for Crown Castle ( CCI ) did not have an immediate

comment and a representative for Boots did not immediately

respond to a request for comment.